UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 19, 1994
Commission File Number 0-511
COBRA ELECTRONICS CORPORATION
(Exact name of Registrant as specified in its Charter)
DELAWARE 36-2479991
(State of incorporation) (I.R.S. Employer Identification
No.)
6500 WEST CORTLAND STREET
CHICAGO, ILLINOIS 60635
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (312) 889-8870
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ITEM 4. Changes in Registrant's Certifying Accountant.
(a) As a result of a bidding process to select an auditor for
fiscal year 1994, on July 19, 1994, the Registrant's Board of
Directors informed Arthur Andersen & Co., the Registrant's
independent
accountants for fiscal year 1993, of the Board's decision to
not retain Arthur Andersen & Co. for fiscal year 1994. The
decision to change independent accountants was recommended to the
Board of Directors by its Audit and Finance Committee. The
Registrant expects to finalize the engagement of new independent
accountants for fiscal year 1994 within the next several
weeks.
(b) Arthur Andersen & Co.'s report on the Registrant's financial
statements for the past two years contained no adverse
opinion or disclaimer of opinion, and was not qualified or modified
as to uncertainty, audit scope, or accounting principles.
(c) On July 26, 1994, the Registrant filed a Current Report on
Form 8-K dated July 19, 1994 (the "Form 8-K") which stated in
Item 4 (c) thereof:
"There were no disagreements with Arthur Andersen & Co. on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure during
the two most recent fiscal years ended December 31, 1993 and
1992, and the interim period subsequent to January 1, 1994
through July 19, 1994."
Although the Registrant believed on the filing date of the Form
8-K, and continues to believe, that no "disagreement" within the
meaning of Item 304 of Regulation S-K existed with Arthur Andersen
& Co.
("Andersen"), on July 29, 1994, Andersen informed the Registrant
that they believed that two disagreements between the Registrant
and Andersen occurred in connection with their audit of the
Registrant's financial statements for the year ended December 31,
1993.
Andersen communicated to the Registrant that these disagreements,
if not
resolved to their satisfaction, would have caused them to make
reference to the subject matter of the disagreements in their
auditor's report on the Registrant's financial statements.
These two disagreements were as follows:
1) In connection with Andersen's audit of the Registrant's
December 31, 1993 financial statements, Andersen observed
conditions
that raised a question about the Registrant's ability to continue
in existence as a going concern. As a part their audit
procedures, consistent with Statement of Auditing Standards No. 59,
Andersen requested the Registrant's 1994 financial plan ("Plan").
Andersen was provided with the Registrant's Plan. Andersen
requested that the Registrant provide a revised Plan. A
revised Plan was provided promptly; however, the Registrant
questioned Andersen's need for a revised Plan in light of all of
the
other information the Registrant provided to Andersen. As a
result, Andersen views this matter as a disagreement under Item 304
of Regulation S-K. The matter was resolved to Andersen's
satisfaction prior to the issuance of the Registrant's
December 31, 1993 financial statements.
2) In connection with Andersen's audit of the Registrant's
December 31, 1993 financial statements, Andersen disagreed with the
Registrant regarding its classification of the Registrant's
debt as non-current. Andersen indicated to the Registrant that
because of various factors, including the existence of a
material adverse change clause in the debt agreement,
current classification of the Registrant's debt as of December 31,
1993 would be appropriate. At that time, the Registrant believed
that its debt could be classified as non-current with
appropriate financial statement disclosure. After reviewing
the information presented by Andersen with respect to the effect
of the material adverse change clause on debt classification,
the Registrant agreed with Andersen. Andersen viewed this
discussion as a disagreement as defined under Item 304 of
Regulation S-K. The disagreement was resolved to Andersen's
satisfaction prior to the issuance of the Registrant's
December 31, 1993 financial statements in which the debt was
classified as a current liability.
Both of these matters were discussed between Andersen and the
Audit Committee of the Board of Directors of the Registrant. In
addition, upon the engagement of a successor accountant,
Andersen will be authorized to discuss these matters with the
successor
accountant without limitation.
The Registrant believes that there were no disagreements with
Andersen within the meaning of Item 304 of Regulation S-K
because Instruction 4 of Item 304 specifically excludes as
disagreements
"initial differences of opinion based on incomplete facts or
preliminary information that were later resolved to the former
accountant's satisfaction by, and providing the registrant and
the accountant do not continue to have a difference of opinion
upon,
obtaining additional relevant facts or information." The
Registrant believes that each disagreement communicated to the
Registrant
by Andersen on July 29, 1994 was resolved to the satisfaction of
Andersen, there is no continuing difference of opinion between
the Registrant and Andersen and each "disagreement" was resolved
upon the Registrant's obtaining additional relevant facts and
information from Andersen.
(d) The Registrant requested Arthur Andersen & Co. to furnish it
with a letter addressed to the Securities and Exchange Commission
stating
whether it agrees with the above statements and, if not, stating
the respects in which it does not
agree. A copy of such letter is filed as Exhibit 16 to this Form
8-K/A.
ITEM 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibit No. Description
16 Letter from Arthur Andersen & Co. dated August
9, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be signed on
its
behalf by the undersigned thereunto duly authorized.
COBRA ELECTRONICS CORPORATION
Dated: August 9, 1994 By /s/ Gerald M. Laures
Gerald M. Laures
Vice President - Finance, and
Corporate Secretary
(Chief Financial and Accounting
Officer)
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EXHIBIT 16
Arthur Andersen & Co.
33 West Monroe Street
Chicago, IL 60603-5385
August 9, 1994
United States Securities
and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4 included in the attached Form 8-K/A Amendment
No. 1 dated August 9, 1994 of Cobra Electronics Corporation ("the
Company") to be filed with the Securities and Exchange Commission
and are in agreement with statements contained in paragraphs (b),
sub-
paragraphs 1) and 2) and the first sentence following sub-paragraph
2) of paragraph (c), and paragraph (d).
Very truly yours,
ARTHUR ANDERSEN & CO.
